RSA Vendor Advocate Agreement


Dear ,

We look forward to helping you to achieve maximum sale price for your property.  The next step is for you to read through and sign this Vendor Advocacy Agreement.  This agreement authorises us to act on your behalf, including finding the best agent in the area where your property is located and ensuring the whole process is managed effectively to achieve the best possible outcome.

Once we receive the signed document we will get the ball rolling.

Best regards

russell cotton

Russell Cotton
Director, Resale Australia

 

VENDOR’S ADVOCACY AGREEMENT

 

*DATE OF THIS AGREEMENT:  ,

 

BETWEEN RESALE AUSTRALIA PTY LTD, ACN 617 606 372, of Level 1, 63, Exhibition Street, Melbourne, Victoria, Australia 3000 (Advocate)

AND

the person specified in ITEM 1 OF THE SCHEDULE (Client).

 

The Advocate has expertise in areas beneficial to the Client and the Client wishes to engage the Advocate to provide such expertise and Services.  The Advocate has agreed to provide the Services in accordance with the terms and conditions contained in this Agreement. BY signing this Agreement each of the Advocate and the Client agree to be bound by the terms and conditions contained in this Agreement as set out on the following pages.

 

SCHEDULE

 

Item 1

Client Legal Name:  

Client Phone Number:

Email:

 

Item 2

This Agreement will remain in effect for a period of 2 calendar months commencing on and from the Start Date.

 

Item 3

 The Address of the Property being sold is:
and includes all improvements and fixtures and fittings constructed on or located on in or about the Land.

 

FEES: The Advocate, in return for providing services under this agreement, will be entitled to a share of the Sales Commission paid to the Selling Agent in relation to the sale of the Client’s property.  Further details are set out in clause 4 of the terms and conditions.

 

 

TERMS AND CONDITIONS OF VENDOR’S ADVOCACY AGREEMENT

 

The Advocate and the Client agree to be bound by the following Terms and Conditions.

DEFINITIONS AND INTERPRETATION

  • In this Agreement, unless the context requires otherwise:

Advocate” includes a reference to any persons, employees, contractors or otherwise, engaged by the Advocate to perform the Services.

“Agreement” means this Agreement together with the Schedule or annexures and any amendments made in accordance with this Agreement.

“Business Day” means any day other than a Saturday, Sunday or public holiday at the place where the activity in question occurred or is to occur.

“Claim” means includes all claims, suits, demands and actions of every description, costs, expenses and liabilities.

“Client” means the client specified in Item 1 of the Schedule.

“Commission Sharing Acknowledgement” is the written acknowledgement provided to the Client upon appointment of the Selling Agent which sets out the share of the Sales Commission the Advocate is entitled to for the provision of the Services to the Client.

“Confidential Information” includes all unpatented inventions, ideas, know-how, concepts, trade secrets, processes, techniques, software, products and any and all other unregistered or unpatented intellectual property, financial and business information and all other commercially valuable information of the Disclosing Party which the Disclosing Party regards as confidential to it or which is evident by its nature to be confidential and all copies, notes and records and all related information generated by the Receiving Party based on or arising out of any such disclosure.

“Continuing Period” means the period of 6 months after the expiration of the Term.

 “Disclosing Party” means the Party that is disclosing Confidential Information.

“Intellectual Property” means all rights resulting from intellectual activity whether capable of protection by statute, common law or in equity and including copyright, discoveries, inventions, patent rights, registered and unregistered trademarks, design rights, circuit layouts and plant varieties and all rights and interests of a like nature including but not limited to methods and techniques, together with any documentation relating to such rights and interests.

“Law” includes any law, act, statute, ordinance, rule, regulation, proclamation, by-law or other form of delegated legislation.

“Listing Fee” means the share of the Sales Commission paid to the Selling Agent by the Client upon sale of the Property, to which the Advocate is entitled for provision of its Services to the Client, the amount of which is set out in the Commission Sharing Acknowledgement. .

“Maximum Amount” means a maximum of $5000.00 for the aggregate of all Claims arising from this Agreement.

“Notice” means any notice, demand, consent or other communication whatsoever given or made under this Agreement and must be in writing.

“Parties” means the parties to this Agreement and their respective successors and permitted assigns, and Party means any one of them.

“Property” means the property described in Item 3 of the Schedule, for the Client has engaged the Services of the Advocate.

“Receiving Party” means the Party that is receiving Confidential Information.

“Sale Authority” means the sale authority signed by the Client directly with the Selling Agent appointing the Selling Agent as exclusive agent for the marketing and sale of the Client’s Property.

“Sales Commission” means the sale commission payable to the Selling Agent, which amount will be specified in the Sale Authority and agreed to be paid by the Client to the Selling Agent.

“Selling Agent” means the selling agent introduced to the Client by the Advocate and selected by the Client to sell the Property.

“Services” means the vendor’s advocacy services provided by the Advocate for the benefit of the Client which includes: a property appraisal, recommendation and introduction of a Selling Agent, liaising with the Selling Agent in relation to sale of the Property, review and approval of marketing and advertising, periodic sales reports, assistance in considering offers and liaison with the Client’s lawyers.

“Start Date” means the date on which the last Party signs this Agreement.

“Term” means the term specified in Item 2 of the Schedule, subject to clause 9 of this Agreement.

  • The following rules apply unless the context requires otherwise:
    1. the singular includes the plural and conversely;
    2. a gender includes all genders;
    3. if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
    4. a reference to a person, corporation, trust, unincorporated body or other entity includes any of them;
    5. a reference to a clause or schedule is a reference to a clause of, or a schedule to, this Agreement;
    6. a reference to time is to Australian Eastern Standard time;
    7. a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;
    8. all amounts stated herein are in Australian Dollars;
    9. a reference to “writing” includes a facsimile transmission, email transmission and any means of reproducing words in a tangible and permanently visible form;
    10. a reference to “GST”, “input tax credit”, “supply”, “tax invoice” and “taxable supply” have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999.
  • Headings are for convenience only and do not affect interpretation.
  1. TERM
    • This Agreement will begin on the Start Date and will continue for the Term.
  2. SERVICES
    • The Client requests and authorises the Advocate to provide the Services to the Client.
    • The Advocate agrees to perform the Services.
    • The Services must be performed in accordance with the terms of this Agreement.
  3. FEES
    • The Client is not required to pay any monetary fee to the Advocate for the provision of the Services unless separately agreed in writing between the Client and the Advocate.
    • The Client acknowledges and agrees that the Advocate will be entitled to a share of the Sales Commission paid to the Selling Agent equivalent to the Listing Fee for the provision of the Services.
    • The Client promises to pay the Selling Agent’s Sales Commission, from which the Advocate will be paid its share of the Sales Commission on account of performance of the Services.
  4. CONTINUING PERIOD
    • The Client specifically acknowledges and agrees that if during the Continuing Period the Client enters into a Sale Contract with a third-party purchaser introduced to them by a Selling Agent introduced to the Client during the Term, the Client must notify the Advocate immediately in writing. This clause survives termination and enures for the benefit of the Advocate.
  5. CONFIDENTIALITY
    • When receiving Confidential Information, the Receiving Party must:
      1. keep all Confidential Information of the Disclosing Party confidential, unless strictly required otherwise by law;
      2. limit access to those of its personnel reasonably requiring the Confidential Information on a strictly need to know basis;
      3. not use any Confidential Information in any way other than for the Services or as otherwise contemplated by this Agreement without the prior written permission of the Disclosing Party; and
      4. ensure that all personnel to whom Confidential Information is disclosed are legally bound under the terms and conditions of their employment agreements or otherwise, to keep the Confidential Information confidential and not to use the Confidential Information except in relation to the subject matter of this Agreement.
    • Confidential Information excludes, or as the case requires, ceases to include information, which is, or becomes:
      1. available to the public at or after the date of its disclosure to the Receiving Party otherwise than through the default of the Receiving Party;
      2. properly in the possession of the Receiving Party otherwise than by prior confidential disclosure from the Disclosing Party;
      3. demonstrated by the Receiving Party to be independently developed by an employee or agent of the Receiving Party having no knowledge of such information which is the subject of the disclosure.
    • In consideration of the Advocate performing the Services, the Client specifically acknowledges, agrees and authorises the Advocate to retain its personal information in a database for purposes of conducting future marketing and advertising activities, including offers or promotions associated with the Advocate or its associates.
  6. INTELLECTUAL PROPERTY
    • Each Party agrees that it will not have any claim, ownership or interest in the other Party’s Intellectual Property.
    • The Parties hereby agree that the Intellectual Property connected with the Advocate and/or the Services are owned in full by the Advocate to the full extent and operation of the law.
  7. ADVOCATE’S WARRANTIES AND LIMITATION OF LIABILITY
    • The Advocate warrants that it will:
      1. carry out the Services in accordance with all Laws; and
      2. use reasonable commercial endeavours to carry out the Services to appropriate professional standards.
    • Other than the warranties set out in Clause 10.1, the Advocate does not make any warranties or representations regarding the Services.
    • To the extent permitted by law, the Advocate has no liability under this Agreement other than as set out in this clause 8 and the Client may not make any Claim against the Advocate in respect of the provision of the Services to the Client.
    • Where liability cannot be excluded it is limited to the Maximum Amount.
    • To the full extent permitted by law, the Client hereby releases and indemnifies the Advocate from and against all Claims (including those made by third parties) made against or suffered by the Advocate arising from:
      1. this Agreement;
      2. the failure of the Services satisfying any particular standard, timeline or outcomes, goals or expectations the Client may have in respect of the sale of the Property;
      3. or in relation to the performance of the Services by the Advocate; or
      4. in relation to any act or omission of Advocate in the performance of the Services.
  1. CLIENT COVENANTS

The Client covenants with the Advocate that:

  • it must not at any time during the Term:
    1. appoint or engage any other party to provide services the same as or of similar nature to the Services;
    2. appoint or engage or enter into an agreement with or provide an authority to any other party to market the Property for sale to a third party, other than a Selling Agent;
  • upon appointment of a Selling Agent, the Client must sign the Commission Sharing Acknowledgement provided to it by either the Selling Agent or the Advocate and upon signing, that Commission Sharing Acknowledgement forms part of this Agreement;
  • the Advocate is hereby authorised by the Client during the Term to give instructions to the Selling Agent on behalf of the Client in respect of any matter falling within the scope of the Services.
  1. CLIENT WARRANTIES AND ACKNOWLEDGEMENTS
    • The Client warrants to the Advocate that:
      1. the Client is the registered proprietor of the freehold title to Property;
      2. all information provided to the Advocate is accurate and not misleading.
    • The Client acknowledges and agrees that:
      1. the Advocate:
        1. does not provide any of the Services in the capacity of a licensed real estate agent or licensed valuer and any opinions it may give in the provision of the Services is based on the Advocate’s commercial knowledge of the property market;
        2. is not providing the Client financial, accounting or legal advice with respect to the Property or in the provision of the Services;
  • does not guarantee any financial return from the sale of the Property;
  1. does not guarantee any services provided by the Selling Agent or any other contractor or consultant introduced to the Client by the Advocate;
  1. the Client:
    1. has sought its own independent legal, accounting and financial advice in relation to the sale of the Property;
    2. is not relying on any advice provided by the Advocate in making a decision to sell the Property;
  • it will engage its own independent accountants, legal representatives and other professional advisors with respect to the sale of the Property.
  1. TERMINATION
    • Unless extended by mutual agreement of the parties, this Agreement terminates at midnight on the last day of the Term.
    • Prior to the expiration of the Term, either the Client or the Advocate may terminate this Agreement: -
      1. if the other Party is in breach of a warranty provided herein or is in default of the terms and conditions of this Agreement and fails to remedy the default within ten (10) Business Days after receiving Notice requiring the remedy of the default; or
      2. at any time after the Client has signed a Sale Authority with a Selling Agent, on giving 90 days’ notice without cause.
    • Termination of this Agreement for whatever cause shall be without prejudice to any rights or obligations that have accrued or are owing prior to such termination or to any obligations that survive termination, including but not limited to payments of money.
    • Upon termination of this Agreement, the Advocate will be under no obligation to provide the Services and will cease to be liable in respect of any outstanding obligations regarding the Services so provided, or partly provided.
  2. RELATIONSHIP
    • The parties acknowledge that in providing the Services, the Advocate acts as an independent contractor and not as an employee, partner or agent of the Client. The Advocate shall have no authority to act for or to bind the Client in any manner whatsoever other than as expressly contemplated by this Agreement.
  3. GOVERNING LAW
    • This Agreement is governed by the laws of the State of Victoria, Australia. The Parties submit to the jurisdiction of the courts of the State of Victoria and any courts which may hear appeals from those courts.
  4. GENERAL
    • Entire agreement: This Agreement constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior oral or written representations and agreements.
    • Amendment: This Agreement may only be amended in writing signed by the parties.
    • Assignment: A Party may not assign its rights or obligations arising under this Agreement without the prior written consent of the other Party.
    • Waiver: A waiver by either Party of a breach of any provision of this Agreement does not constitute a waiver of any succeeding breach of the same or any other provision.
    • Severance: If any provision or part provision of this Agreement is invalid or unenforceable, such provision shall be deemed deleted but only to the extent necessary and the remaining provisions of this Agreement shall remain in full force and effect.
    • Force Majeure: The Advocate will not be liable for the consequences of any delays or failure to carry out the Services or provide the Deliverables where such delay or failure is due to any event beyond the Advocate’s reasonable control, including without limitation, acts of God, fire, flood, accident, terrorism, strike and riot.
    • Electronic Execution: The parties hereby agree that this Agreement may be signed by the parties by electronic means.

 

 

SIGNATURES

 

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Signed by David Urpani
Signed On: July 31, 2019

Signature Certificate
Document name: RSA Vendor Advocate Agreement
lock iconUnique Document ID: 9fb12b6cb81ec15e202c562a46c40236f05b3389
Timestamp Audit
June 24, 2019 5:30 pm AEDTRSA Vendor Advocate Agreement Uploaded by David Urpani - peejay.webmasterworks@gmail.com IP 49.144.110.240